<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
WEYERHAEUSER COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
Notice of
1999 Annual Meeting
of Shareholders
and Proxy Statement
[LOGO OF WEYERHAEUSER]
<PAGE>
Dear Shareholder:
You are cordially invited to attend your Company's annual meeting of
shareholders at 9:00 a.m., Tuesday, April 20, 1999, at the Corporate
Headquarters Building, Federal Way, Washington. A map showing the
access route to the Building from Interstate Highway No. 5 is on the
back cover.
A notice of the annual meeting and the proxy statement follow. You
will also find enclosed a proxy card and an envelope in which to return
it. If you cannot attend or if you plan to be present but want the
proxy holders, Steven R. Rogel, President and Chief Executive Officer,
William D. Ruckelshaus, Director, and George H. Weyerhaeuser, Chairman
of the Board, to vote your shares, please sign, date and return the
proxy card at your earliest convenience.
Sincerely,
/s/ Steven R. Rogel
President
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
- --------------------------------------------------------------------------------
The annual meeting of the shareholders of Weyerhaeuser Company will
be held at the Corporate Headquarters Building, Federal Way, Washington
on Tuesday, April 20, 1999, at 9:00 a.m. for the following purposes:
1. To elect three directors for terms expiring in 2002, described
on page 1. This is item 1 on the proxy card.
2. To consider and act upon a shareholder proposal relating to the
phase-out of chlorine-based chemicals, described on page 14 if
properly presented. This is item 2 on the proxy card.
3. To transact such other business as may properly come before the
meeting.
All shareholders are cordially invited to attend the meeting,
although only those who held common shares of record at the close of
business on February 26, 1999 will be entitled to vote at the meeting.
Those who are hearing impaired or require other assistance should write
the Secretary of the Company regarding your requirements in order to
participate in the meeting.
SANDY D. McDADE
Secretary
Federal Way, Washington
March 8, 1999
<PAGE>
PROXY STATEMENT
WEYERHAEUSER COMPANY
P.O. Box 2999
Tacoma, Washington 98477-2999
(253) 924-5273
(First Mailed March 8, 1999)
The enclosed proxy is solicited by the Board of Directors of
Weyerhaeuser Company ("the Company") for use at the annual meeting of
shareholders to be held on Tuesday, April 20, 1999. A proxy may be
revoked by notice in writing to the Secretary at any time before it is
voted. If not revoked, the proxy will be voted as directed by the
shareholder. The record date used to determine the shareholders
entitled to vote at the annual meeting was February 26, 1999. On the
record date there were outstanding 199,177,383 common shares. Each
common share entitles the holder to one vote at the annual meeting.
Under Washington law and the Company's Articles of Incorporation, if
a quorum is present at the meeting: (i) the three nominees for election
as directors who receive the greatest number of votes will be elected
directors and (ii) the shareholder proposal set forth in this proxy
statement will be approved if the number of votes cast in favor of the
matter exceeds the number of votes cast against it.
In the election of directors, any action other than a vote for a
nominee will have the practical effect of voting against the nominee.
In the vote on the shareholder proposal, if a shareholder or broker
abstains from voting or fails to vote it will have no effect on the
approval of the shareholder proposal because abstentions and broker
non-votes do not represent votes cast by shareholders.
The Company's annual report to shareholders for 1998 is being mailed
with this proxy statement to shareholders entitled to vote at the 1999
annual meeting.
Election of Directors
The Articles of Incorporation provide that the directors of the
Company are classified into three classes, each class to be as nearly
equal in number as possible. The classes relate to the director's term
of office. At each annual meeting of the shareholders the successors to
the class of directors whose terms expire at that meeting are elected
for terms expiring at the third annual meeting after their election by
the shareholders. The Board of Directors is authorized to fix the
number of directors within the range of 9 to 13 members, and has fixed
the number at 10. The three nominees identified below are the nominees
comprising the class to be elected at the 1999 annual meeting for
three-year terms expiring at the 2002 annual meeting. All of the
nominees are currently directors of the Company elected by the
shareholders.
Unless a shareholder instructs otherwise on the proxy card, it is
intended that the shares represented by properly signed proxies in the
accompanying form will be voted for the individuals nominated by the
Board of Directors. Although the Board of Directors anticipates that
the listed nominees will be able to serve, if at the time of the
meeting any nominee is unable or unwilling to serve, the proxy holders
may vote such shares at their discretion for a substitute nominee.
1
<PAGE>
Nominees for Election--Terms to Expire in 2002
Martha R. Ingram--Mrs. Ingram, 63, a director of the Company since
1995, has been chairman of Ingram Industries Inc. (book distribution,
inland barging and insurance) since 1995 and a member of the board
since 1981. She was Director of Public Affairs from 1979 to 1995. She
is also a director of Ingram Micro, Inc., Baxter International Inc. and
First American Corporation. Mrs. Ingram serves on the boards of Vassar
College, Ashley Hall, Harpeth Hall and Vanderbilt University. She was
chairman of the 1996 Tennessee Bicentennial Commission and is currently
chairman of the Board of the Tennessee Performing Arts Center.
John I. Kieckhefer--Mr. Kieckhefer, 54, a director of the Company since
1990, has been president of Kieckhefer Associates, Inc. (investment and
trust management) since 1989 and was senior vice president prior to
that time. He has been engaged in commercial cattle operations since
1967 and is a trustee of J. W. Kieckhefer Foundation, an Arizona
charitable trust.
George H. Weyerhaeuser--Mr. Weyerhaeuser, 72, has been the Company's
chairman since 1988. He joined the Company in 1949, became its
president in 1966 and was chief executive officer from 1966 to 1991. He
has been a director since 1960. He is also a director of The Boeing
Company, Chevron Corporation and SAFECO Corporation and a member of The
Business Council.
Continuing Directors--Term Expires in 2001
Steven R. Rogel--Mr. Rogel, 56, a director of the Company since 1997,
has been the Company's president and chief executive officer since
December, 1997. The Board of Directors has announced that it intends to
elect Mr. Rogel chairman on April 20, 1999. Prior to joining the
Company he served as the president and chief executive officer of
Willamette Industries, Inc. from 1995 to 1997 and as president and
chief operating officer from 1991 to 1995. He is also a director of
Fred Meyer, Inc., the Pacific Harbors Council Boy Scouts of America and
a trustee of Pacific University.
William D. Ruckelshaus--Mr. Ruckelshaus, 66, a director of the Company
since 1989, is chairman of Browning-Ferris Industries, Inc. (waste
services) and from 1988 to 1995 was chairman and chief executive
officer. He was Administrator, Environmental Protection Agency from
1983 to 1985 and a senior vice president of the Company from 1976 to
1983. He is a Principal in Madrona Investment Group, L.L.C. He is also
a director of Cummins Engine Company, Inc., Coinstar, Inc., Monsanto
Company, Nordstrom, Inc., and Solutia, Inc.
Richard H. Sinkfield--Mr. Sinkfield, 56, a director of the Company
since 1993, is an executive vice president of United Auto Group, Inc.
(automobile retailing) and is a senior partner in the law firm of
Rogers and Hardin in Atlanta, where he has been a partner since 1976.
He is also a director of the United Auto Group, Inc., Metropolitan
Atlanta Community Foundation, Inc. and the Atlanta College of Art. He
is a member of the Board of Trust of Vanderbilt University and of the
Board of Governors of the State Bar of Georgia. He is a former chairman
of the board of Atlanta Urban League, Inc.
James N. Sullivan--Mr. Sullivan, 61, a director of the Company since
1998, is vice-chairman of the board of Chevron Corporation
(international oil company) where he has been a director since 1988. He
joined Chevron in 1961 as a Process Engineer, was elected a vice-
president in 1983 and assumed his present position in 1989. He is a
trustee of the University of San
2
<PAGE>
Francisco, Committee for Economic Development and the San Francisco
Asian Art Museum Foundation. He is a director of the American Petroleum
Institute and the United Way of the Bay Area.
Continuing Directors--Term Expires in 2000
W. John Driscoll--Mr. Driscoll, 69, a director of the Company since
1979, was chairman of Rock Island Company (private investment company)
until his retirement in 1994. Prior to his becoming chairman, he was
president. He is also a director of Comshare Incorporated, Northern
States Power Company, John Nuveen & Company and The St. Paul Companies,
Inc.
Philip M. Hawley--Mr. Hawley, 73, a director of the Company since 1989,
is chairman and chief executive officer of Krause Furniture, Inc.
(retailing). He was chairman and chief executive officer of Broadway
Stores, Inc. (formerly Carter Hawley Hale Stores, Inc.) until his
retirement in 1993. He was chairman of the California Retailers
Association from 1993 to 1995. He is a director of Aeromovel USA, Inc.,
and a trustee of the Haynes Foundation.
Rt. Hon. Donald F. Mazankowski--Mr. Mazankowski, 63, a director of the
Company since 1997, was a Member of Parliament, Government of Canada,
from 1968 to 1993, served as Deputy Prime Minister from 1986-1993 and
Minister of Finance from 1991 to 1993. He is also a director of the
Power Group of Companies, Canadian Utilities Ltd., Shaw Communications
Inc., IMC Global Inc., Gulf Canada Resources Ltd., Gulf Indonesia
Resources Ltd., Golden Star Resources Ltd., Canada Brokerlink Inc.,
Great West Life Assurance, Investors Group and Weyerhaeuser Canada
Ltd., a wholly owned subsidiary of the Company. He is also a member of
the Board of Governors of the University of Alberta.
It is anticipated that Mr. Weyerhaeuser and Mr. Hawley will retire
from the Board under the Board of Directors retirement policy at the
annual shareholders meeting in 2000.
Committees of the Board of Directors
The Executive Committee, which met on three occasions and acted by
consent in lieu of meeting on three occasions in 1998, has the powers
and authority of the Board of Directors in the interval between Board
of Directors meetings, except to the extent limited by law.
Messrs. Rogel, Ruckelshaus and Weyerhaeuser are members of the
Executive Committee of which Mr. Weyerhaeuser is chairman. The Board of
Directors intends to elect Mr. Ruckelshaus chairman of the Executive
Committee on April 20, 1999.
The Accounting and Reporting Standards Committee, which met on three
occasions in 1998, has responsibility for recommending to the Board of
Directors the firm of independent auditors to be retained by the
Company; discussing with the independent and internal auditors the
scope and results of their respective audits and management's efforts
concerning the Company's accounting, financial and operating controls;
with the independent auditors and management the Company's accounting
and reporting policies and practices, and business risks that may
affect the financial reporting process; with management and the
independent and internal auditors the risk of fraudulent financial
reporting and management's efforts to minimize losses due to fraud or
theft; and with the Company's chief legal officer compliance with the
Company's business conduct policies and procedures. Mrs. Ingram and
Messrs. Mazankowski, Ruckelshaus and Sinkfield are members of the
Accounting and Reporting Standards Committee of which Mr. Ruckelshaus
is chairman.
3
<PAGE>
The Compensation Committee, which met on six occasions in 1998, has
responsibility for reviewing the compensation of the Company's
directors and chief executive officer; reviewing and approving salaries
and incentive compensation of Company officers and certain other
position levels; and administering the Company's stock option and
incentive compensation plans. Messrs. Driscoll, Hawley, Kieckhefer and
Sullivan are members of the Compensation Committee of which Mr. Hawley
is chairman.
The Nominating and Management Organization Committee, which met on
two occasions in 1998, has responsibility for reviewing, advising and
recommending candidates for election to the Board of Directors and for
senior management succession planning. The Committee will consider
nominees for the Board of Director's recommended by shareholders. If a
shareholder wishes to recommend a nominee, he or she should write to
the Secretary of the Company specifying the name of the nominee and the
nominee's qualifications for membership on the Board of Directors. All
such recommendations will be brought to the attention of the Nominating
and Management Organization Committee. Messrs. Driscoll, Hawley,
Ruckelshaus and Weyerhaeuser are members of the Nominating and
Management Organization Committee of which Mr. Driscoll is chairman.
The Board of Directors of the Company met on ten occasions in 1998.
All of the directors attended at least 75% of the total meetings of the
Board and the committees on which they served in 1998.
Directors' Compensation
Each non-employee director receives for service as a director an
annual fee of $45,000, fees of $1,500 for attending Board of Directors
meetings and $1,000 for attending board committee meetings. Committee
chairmen receive an additional annual fee of $5,000. Mr. Weyerhaeuser
received as Chairman of the Board of Directors an additional annual fee
of $100,000. In 1998, Mr. Mazankowski received fees of Cdn. $18,250 as
a non-employee director of Weyerhaeuser Canada Ltd., a wholly owned
subsidiary of the Company. Directors are also reimbursed for travel
expenses in connection with meetings.
The Board of Directors has designated that $20,000 of the $45,000
annual fee paid to non-employee directors will be automatically placed
into a common share equivalents account under the Fee Deferral Plan for
Directors. The value of the common share equivalents account is
measured from time to time by the value of the Company's common shares
and is payable to a director in cash at a time selected in advance by
the director, which must be on or after the director's termination of
board service. The share equivalents account is credited on each
dividend payment date for common shares with the number of share
equivalents which are equal in value to the amount of the quarterly
dividend on common shares. The Fee Deferral Plan for Directors provides
that nonemployee directors may defer receipt of all or a portion of the
remaining fees for services as a director and elect between interest
bearing and common share equivalent accounts as the investment vehicle
for the deferred fees. The Fee Deferral Plan for Directors is
administered by the Compensation Committee.
4
<PAGE>
Beneficial Ownership of Common Shares
Directors and Executive Officers
<TABLE>
<CAPTION>
Voting and/or
Name of Individual or Dispositive Powers Percent of Class Common Share
Identity of Group (number of common shares) (common shares) Equivalents(/1/)
------------------------------------------------------------------------------------
<S> <C> <C> <C>
William R. Corbin....... 116,786 * 10,467
W. John Driscoll........ 4,194,753 2.1 1,307
Richard C. Gozon........ 133,510 * 14,044
Philip M. Hawley........ 2,000 * 3,679
Martha R. Ingram........ 263,048 * 697
John I. Kieckhefer...... 4,515,708 2.2 7,937
Thomas M. Luthy......... 69,189 * 5,879
Donald F. Mazankowski... 400 * 732
Steven R. Rogel......... 59,084 * 26,673
William D. Ruckelshaus.. 1,600 * 2,538
Richard H. Sinkfield.... 500 * 1,707
William C. Stivers...... 131,343 * 11,293
James N. Sullivan....... 1,000 * 232
George H. Weyerhaeuser.. 2,395,756 1.2 8,307
Directors and executive
officers as a group
(19 individuals)....... 12,232,669 6.1 103,254
------------------------------------------------------------------------------------
</TABLE>
* Denotes amount is less than 1%
(1) Common share equivalents held as of February 11, 1999 under the Fee
Deferral Plan for Directors or under the Incentive Compensation
Plan for Executive Officers.
The foregoing table shows as of January 20, 1999 the numbers of
common shares of the Company that the respective directors, executive
officers and the members of the group, have the power to vote or cause
disposition of the shares. The table also shows the number of shares
that could be acquired within 60 days after January 20, 1999 pursuant
to outstanding stock options, as follows: Mr. Corbin 115,000 common
shares; Mr. Gozon, 105,000 common shares; Mr. Luthy, 68,050 common
shares; Mr. Rogel, 58,750 common shares, Mr. Stivers, 122,500 common
shares, and of the group 682,725 common shares. The common share
numbers also include shares for which certain of the directors and
nominees share voting and dispositive powers with one or more other
persons as follows: Mr. Driscoll, 3,279,080 shares (including 168,600
shares as to which he shares fiduciary powers with Mr. Weyerhaeuser);
Mrs. Ingram, 2,167 shares; Mr. Kieckhefer, 4,514,450 shares and, Mr.
Weyerhaeuser 2,339,501 shares (including 168,600 shares as to which he
shares fiduciary powers with Mr. Driscoll). Beneficial ownership of
some of the common shares included in the foregoing table is disclaimed
by certain of the individuals listed as follows: Mr. Driscoll,
4,105,241 shares; Mrs. Ingram, 2,167 shares; Mr. Kieckhefer, 4,151,840
shares.
George H. Weyerhaeuser, Jr., Senior Vice President, Technology, an
executive officer of the company, is the son of George H. Weyerhaeuser,
Chairman of the Board of Directors.
5
<PAGE>
Owners Of More Than 5%
The following table sets forth the number of common shares held by
the only person known to the Company to beneficially own more than five
percent of common shares.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature Percent of Class
Beneficial Owner of Beneficial Ownership (common shares)
----------------------------------------------------------------------
<S> <C> <C>
Capital Research and Manage-
ment Company................ 24,264,900(1) 12.2
333 South Hope Street
Los Angeles, CA 90071
----------------------------------------------------------------------
</TABLE>
(1) Based on a Schedule 13G dated February 11, 1999 in which Capital
Research and Management Company reported that, as of December 31,
1998, it had voting power over none of such shares and sole
dispositive power over all 24,264,900 of such shares. Capital
Research and Management Company disclaims beneficial ownership of
all such shares.
Section 16(a) Beneficial Ownership Reporting Compliance
George H. Weyerhaeuser, Jr. became a Senior Vice President on May 11,
1998 and filed an initial report of beneficial ownership by the date
required. On June 15, 1998 he amended the report to include ownership
of common shares held in his IRA account.
Compensation Committee Report On Executive Management Compensation
The Compensation Committee of the Board of Directors is composed
entirely of directors who are not employees of the Company. The
Committee is responsible for establishing and overseeing the Company's
executive compensation programs.
Compensation Philosophy
The Committee bases compensation for executive officers on the same
guiding principles used for all Weyerhaeuser employees:
. Pay that allows the Company to (1) attract and retain people with
the skills critical to long-term success of the Company, and (2)
maintain compensation costs that are competitive.
. Pay for performance to motivate and reward individual and team
performance in attaining business objectives and maximizing
shareholder value.
Executive Officer Compensation Practices
Compensation for executive officers includes three components: Base
salary, annual incentive and long-term incentive. Base salaries, for
the executives as a group, are set at competitive levels. The cash-
based annual incentive and the long-term incentive (stock options) are
based on Company performance.
The Committee primarily uses an industry group for compensation
comparison purposes. The comparison group consists of companies with
similar characteristics that compete with Weyerhaeuser for executive
talent. All companies in the S&P Paper and Forest Products Group used
for the performance graph on page 10 are in this comparison group along
with other forest product companies. In addition, the Committee reviews
general industry compensation data from other surveys to ensure that
the Company's compensation levels are sufficient to attract and retain
executives.
6
<PAGE>
Annual Cash Compensation
Base Salary. The Company assigns a salary range for each executive
officer position. The salary range midpoints are targeted at the 50th
percentile using all the competitive data discussed above.
The Committee reviews and approves all salary ranges and salary
changes for executive officers. In determining individual salary
changes, the Committee uses its discretion after considering these
factors: (1) individual performance of the executive (using a variety
of measures), (2) position of the executive in the assigned pay range,
(3) experience, and (4) the salary budget for the Company. Salaries of
the executive officers on average are currently at the median of the
competitive data.
Annual Incentive. The Company uses an annual incentive plan to focus
management on leading the industry in financial performance and returns
to shareholders. Each executive position is assigned a target bonus
amount based on the competitive data. The targets vary by position, and
range from 40 to 60 percent of base pay.
The measures of performance used for annual incentives are total
return to shareholders (compared to selected industry competitors and
the Standard & Poor's 500) and return on net assets compared to
selected competitors.
At the end of each year, the Committee determines a preliminary bonus
pool for the executive group based on Company results against the
performance measures. The Committee then uses its discretion to
determine the final bonus pool and each individual executive officer's
bonus. For 1998, the Committee established a funding pool of 130
percent of target based on results compared to the performance
measures.
Executives may defer all or a portion of their 1998 bonus into
Weyerhaeuser share equivalents, with a 15 percent premium applied if
they delay payment for at least 5 years. The deferred account grows or
declines based on the performance of Weyerhaeuser stock (plus
dividends). The purpose of the program is to further align executive
interests with those of shareholders by providing an incentive linked
to the performance of Weyerhaeuser stock.
Long-Term Incentive
Stock Options. The primary purpose of the long-term incentive plan is
to link management pay with the long-term interests of shareholders.
The Committee is currently using stock options to achieve that link.
The issuance of options at 100 percent of the fair market value assures
that executives will receive a benefit only when the stock price
increases.
The Committee establishes a target level of stock options for each
executive position. The target-level is based on competitive data
indicating the estimated median value of long-term compensation. In
determining annual stock option grants, the Committee makes an award
above or below target based on subjective evaluation of the
individual's performance, the individual's potential to improve
shareholder value and the number of shares granted to the individual in
the previous three years.
7
<PAGE>
Stock Ownership Requirements
During 1996, the Company and the Committee established guidelines for
executive stock ownership. The guidelines require executive officers to
acquire, over a five-year period, a multiple of their base salary in
shares of Weyerhaeuser stock. Minimum ownership levels are based on the
executive's salary level, and range from one to three times base
salary. Ownership is based on common shares held, stock equivalents
(through the bonus deferral program described under "Annual Incentive"
above) and shares held via the company's qualified benefit plans.
Deductibility of Compensation
The Committee has considered the provisions of Section 162(m) of the
Internal Revenue Code which limit the deductibility of compensation
paid to each named executive to $1 million. To the extent possible, the
Committee intends to preserve deductibility but may choose to provide
compensation that is not deductible in order to maximize shareholder
return and to attract, retain and reward high-performing executives.
CEO Compensation
The chief executive officer's compensation is determined based on the
principles described above. Mr. Rogel's annual base salary is $925,000.
This level is 92 percent of the median salary for CEOs of companies in
the industry comparison group. Mr. Rogel's base salary was effective
December 1, 1997 when he became president and chief executive officer
of Weyerhaeuser Company.
The target annual bonus award for the chief executive officer
position is 60 percent of base salary. Mr. Rogel received an annual
cash award for 1998 of $750,000, which represents 135 percent of his
target award under the annual incentive plan. Mr. Rogel's annual bonus
award is determined in three components, each given equal weight. The
first component is calculated based on the Company's annual return on
net assets compared to industry competitors. The second component is
calculated based on total shareholder return compared to industry
competitors and the S&P 500. The third component is based on the
Board's evaluation of his performance as chief executive officer in
relation to annual goals agreed to in advance with the Compensation
Committee. The agreement with Mr. Rogel described on pages 13 and 14,
stipulated that the minimum bonus award for 1998 would be 60 percent of
base pay.
For the long-term component of compensation, Mr. Rogel was awarded a
stock option grant of 85,000 shares in 1998. Based on competitive
market data, this grant is within the competitive range of long-term
incentive grants for CEOs in the forest products industry.
Philip M. Hawley W. John Driscoll
Chairman
John I. Kieckhefer James N. Sullivan
8
<PAGE>
Compensation Committee Interlocks and Insider Participation
No executive officer or other employee of the Company served as a
member of the Compensation Committee or as a member of the compensation
committee on the board of any company where an executive officer of
such company is a member of the Committee.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
--------------------------------- ---------------------------
Awards Payouts
------------------- -------
Other Restricted All Other
Annual Stock Options/ LTIP Compen-
Name and Salary Bonus Compensation Award(s) SARs Payouts sation
Principal Position Year ($) ($) ($) ($) (#) ($) ($)(1)
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
S. R. Rogel 1998 960,578 750,000 -- None 85,000 None 6,724
President/CEO 1997 35,577 -- -- None 150,000 None 579,536(/2/)
R.C. Gozon 1998 445,231 280,800 -- None 36,890 None 7,000
Executive VP 1997 412,615 36,400 -- None 30,000 None 30,350
1996 390,849 148,000 1,028 None 30,000 None 33,350
W.R. Corbin 1998 445,231 280,800 -- None 36,890 None 7,000
Executive VP 1997 412,615 36,400 92 None 30,000 None 30,350
1996 390,849 148,000 -- None 30,000 None 33,350
W.C. Stivers 1998 402,866 228,700 -- None 30,600 None 7,000
Executive 1997 371,732 29,610 -- None 25,000 None 26,150
VP/CFO 1996 349,041 120,000 -- None 25,000 None 29,150
T. M. Luthy 1998 338,115 522,100(/3/) -- None 4,400 None 7,000
Sr. VP 1997 289,712 23,231 -- None 22,000 None 8,150
1996 265,042 90,000 -- None 31,000 None 11,150
----------------------------------------------------------------------------------------------------
</TABLE>
(1) Amounts in this column are: (a) the Company contribution to
qualified 401(k) and profit sharing plan accounts; (b) the premium
amount credited to the executive's deferred compensation account
based on the bonus amount deferred as common share equivalents.
(2) This amount is equal to the one-time signing bonus provided to Mr.
Rogel upon hire, plus a premium amount related to the deferral of
the payment into stock equivalents for at least five years. The
bonus is linked to losses Mr. Rogel incurred upon leaving his
former employer.
(3) $325,000 of this amount is equal to the one-time bonus, deferred
into stock equivalents for at least four years, provided to Mr.
Luthy in 1998 upon his agreement to defer his retirement for one
year Mr. Luthy will be retiring in 1999.
9
<PAGE>
Comparison of Five-Year Cumulative Total Return
Weyerhaeuser Company, S&P 500, and S&P Paper and Forest Products Group
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Measurement Period WEYERHAUSER S&P S&P PAPER
(Fiscal Year Covered) COMPANY 500 INDEX & FOREST
- ------------------- ---------- --------- ---------
<S> <C> <C> <C>
Measurement Pt-12/93/ $100.00 $100.00 $100.00
FYE 12/94 $ 86.51 $101.36 $104.12
FYE 12/95 $103.23 $139.32 $114.64
FYE 12/96 $117.11 $171.23 $126.77
FYE 12/97 $125.15 $228.27 $135.95
FYE 12/98 $133.96 $293.04 $138.50
</TABLE>
Assumes $100 invested on December 31, 1993 in Weyerhaeuser
common stock, S&P 500, and S&P's Paper and Forest Products
Group
- Total return assumes reinvestment of dividends
- Measurement dates are the last trading day of the calendar
year shown
- S&P's Paper and Forest Products Group: Boise Cascade,
Champion International, Georgia-Pacific, International
Paper, Louisiana-Pacific, Mead, Potlatch, Westvaco,
Weyerhaeuser and Willamette
10
<PAGE>
Option/SAR Grants In Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------------------------------
% of Total
No. of Options/SARs
Securities Granted to
Underlying Employees in Exercise or Grant Date
Name Options/SARs Fiscal Year Base Price Expiration Present Value(2)
(A) Granted(1)(#)(B) (%)(C) ($)(D) Date (E) ($)(F)
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
S. R. Rogel............. 85,000 4.3 51.09375 02/12/08 1,406,750
R. C. Gozon............. 30,000 1.5 51.09375 02/12/08 496,500
6,890 .3 56.78125 03/26/08 135,940
W. R. Corbin............ 30,000 1.5 51.09375 02/12/08 496,500
6,890 .3 56.78125 03/26/08 135,940
W. C. Stivers........... 25,000 1.3 51.09375 02/12/08 413,750
5,600 .3 56.78125 03/26/08 110,488
T. M. Luthy............. 4,400 .2 56.78125 03/26/08 86,812
----------------------------------------------------------------------------------------------
</TABLE>
(1) Options granted in 1998 are exercisable starting 12 months after
the grant date, with 25 percent of the shares covered thereby
becoming exercisable at that time and with an additional 25 percent
of the option shares becoming exercisable on each successive
anniversary date, with full vesting occurring on the fourth
anniversary date. The options were granted for a term of 10 years,
subject to earlier termination in certain events related to
termination of employment.
(2) The estimated grant date present value reflected in the above table
is determined using the Black-Scholes model. The material
assumptions and adjustments incorporated in the Black-Scholes model
in estimating the value of the options reflected in the above table
include the following:
. An exercise price on the option of $51.09375 for grants with a
February 12, 2008 expiration date, and $56.78125 for the grant
with a March 26, 2008 expiration date, equal to the fair
market value of the underlying stock on the grant date.
. An option term of ten years.
. An interest rate of 5.57 percent for grants with a February
12, 2008 expiration date, and 5.65 percent for the grant with
a March 26, 2008 expiration date, the interest rate on a U.S.
Treasury security with a maturity date corresponding to that
of the option term.
. Volatility of 29.85 percent for grants with a February 12,
2008 expiration date, and 30.39 percent for the grant with a
March 26, 2008 expiration date, calculated using daily stock
prices for the one-year period prior to the grant date.
. Dividends at the rate of $1.60 per share representing the
annualized dividends paid with respect to a share of common
stock at the date of grant.
The ultimate values of the options will depend on the future market
price of the Company's common shares, which cannot be forecast with
reasonable accuracy. The actual value, if any, an optionee will realize
upon exercise of an option will depend on the excess of the market value
of the Company's common shares over the exercise price on the date the
option is exercised.
11
<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money Options/SARs
Options/SARs at FY-End at FY-End(2)
------------------------- -------------------------
Shares Acquired Value
on Exercise(1) Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
S.R. Rogel.............. -- -- -- 235,000 -- --
R.C. Gozon.............. -- -- 75,000 81,890 545,157 219,844
W.R. Corbin............. 7,500 157,813 107,500 89,390 598,986 291,328
W.C. Stivers............ 7,500 182,813 97,500 68,100 578,516 183,203
T.M. Luthy.............. 12,000 422,250 52,800 38,400 326,788 142,407
-------------------------------------------------------------------------------------------------
</TABLE>
(1) Number of securities underlying options/SARs exercised.
(2) Based on a fair market value at fiscal year end of
$49.65625
Pension Plan Table
<TABLE>
<CAPTION>
Estimated Annual Retirement Benefit(1)
---------------------------------------------------------------------
Average Annual Years of Service
Compensation during -----------------------------------------------
Highest 5 Years 15 20 25 30 35 40
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 350,000 76,271 101,694 127,118 152,541 177,965 195,465
400,000 87,521 116,694 145,868 175,041 204,215 224,215
500,000 110,021 146,694 183,368 220,041 256,715 281,715
600,000 132,521 176,694 220,868 265,041 309,215 339,215
700,000 155,021 206,694 258,368 310,041 361,715 396,715
800,000 177,521 236,694 295,868 355,041 414,215 454,215
900,000 200,021 266,694 333,368 400,041 466,715 511,715
1,000,000 222,521 296,694 370,868 445,041 519,215 569,215
1,100,000 245,021 326,694 408,368 490,041 571,715 626,715
1,200,000 267,521 356,694 445,868 535,041 624,215 684,215
1,300,000 290,021 386,694 483,368 580,041 676,715 741,715
---------------------------------------------------------------------
</TABLE>
(1) Estimated annual benefits payable upon retirement at age 65 (before
giving effect to applicable Social Security benefits) under the
Retirement Plan and Supplemental Retirement Plan to individuals
having the specified years of credited service and the indicated
average annual salaries.
The Company's Retirement Plan for Salaried Employees (the "Retirement
Plan") is a noncontributory, defined benefit pension plan for salaried
employees under which normal retirement is at age 65 and early
retirement can be elected by any participant who has reached age 55 and
has at least 10 years of vesting service. The annual retirement benefit
payable upon normal retirement is equal to (i) 1% of the participant's
average annual salary for the highest five consecutive years during the
ten calendar years before retirement, plus (ii) .5% of such highest
average annual salary in excess of the participant's Social Security
wage base (as such term is defined in the Retirement Plan), multiplied
by the number of years of credited service. The benefit payable upon
early retirement is a percentage of the benefit that would be payable
upon normal retirement and ranges from 72% at age 55 with less than 30
years of vesting service, to 100% at age 62. The number of years of
credited service is limited to 35. Joint and survivor elections may be
made under the Retirement Plan. A participant in a defined benefit
12
<PAGE>
pension plan is generally limited under the Internal Revenue Code to an
annual benefit at Social Security normal retirement age of the lesser
of (i) $130,000 (subject to adjustment) or (ii) 100% of the
participant's average compensation during the consecutive three-year
period in which he received the highest compensation. Further reduction
may be required for retirement prior to the Social Security normal
retirement age. Salary used in calculating retirement benefits is
average annual salary for the highest five consecutive years during the
ten calendar years before retirement.
Employees nominated by the Chief Executive Officer and approved by
the Compensation Committee are eligible to participate in the
Supplemental Retirement Plan (the "Supplemental Plan"). Supplemental
Plan benefits, which are paid outside the Retirement Plan from the
general funds of the Company, are determined by applying to incentive
compensation paid in the five highest consecutive calendar years during
the ten calendar years before retirement of total compensation (base
salary plus any award under the Company's incentive compensation plans)
the formula for determining Retirement Plan benefits. The Supplemental
Plan also includes benefits which exceed the Internal Revenue Code
limitations described above.
If each of the executive officers named in the Summary Compensation
table had retired in 1998, the five-year average compensation used to
calculate retirement benefits would average 62% of total compensation
set forth in such table and the final average compensation used to
calculate retirement benefits for the named individuals in the table
would have been, respectively, S.R. Rogel, $925,000, R.C. Gozon,
$539,267, W.R. Corbin, $578,045, W.C. Stivers, $495,716, and T.M.
Luthy, $361,022. The credited years of service for those individuals in
the table are, respectively, 26.6, 4.6, 11.5, 28.2 and 30.9 years.
Pursuant to an agreement with Mr. Corbin, the Company's Executive
Vice President, Timberlands & Distribution, who joined the Company in
1992, he will be paid a non-qualified supplemental retirement benefit
calculated under the terms of the Retirement Plan but providing that
during the first five years of service with the Company, he will
receive two years of service credit for vesting and benefit calculation
for each year of service with the Company. In the event Mr. Corbin is
terminated by the Company he will be entitled to a severance payment
equal to 12 months of base pay. Prior to joining the Company, Mr.
Corbin had been employed with International Paper Company as vice
president and general manager of land and timber and president of IP
Timberlands, Ltd.
Pursuant to an agreement with Mr. Gozon, who became the Company's
Executive Vice President, Pulp, Paper & Packaging in 1994, his pension
and post-retirement health benefits will be calculated based on at
least ten years of service if he leaves the Company after age 65. In
the event Mr. Gozon is terminated by the Company, he will be entitled
to a severance payment the value of which initially equaled 36 months
of base pay and decreases with each month of his employment to 12
months of his base salary when he has 36 months or more of service.
Prior to joining the Company, Mr. Gozon had been employed by Alco
Standard Corporation, most recently in the position of president and
chief operating officer.
Pursuant to an agreement with Mr. Luthy, who served as Senior Vice
President, Wood Products through October 1998, he deferred his
retirement date until March 31, 1999. His salary was adjusted in 1998
to $337,000 and he was paid an incentive compensation bonus for 1998 of
$325,000. Mr. Luthy agreed to defer this bonus into common share
equivalents under the Company's deferred compensation plan. He may
convert the common share equivalents to an interest bearing account
after four years.
13
<PAGE>
Pursuant to an agreement with Mr. Rogel, who became the Company's
President and Chief Executive Officer on December 1, 1997, his initial
annual salary is $925,000 and he is a participant in the incentive
compensation plan for the Company's senior executives. His bonus is
determined in three components, each to be given equal weight. The
first component is a short-term incentive calculated based on the
Company's annual return on net assets compared to industry competitors.
The second is an intermediate-term incentive calculated based on total
shareholder return compared to industry competitors and the S&P 500.
The third component is based on the Board's evaluation of his
performance as chief executive officer in relation to annual goals
agreed to in advance with the Compensation Committee. The agreement
provided that his 1998 bonus would be calculated as described above,
but would not be less than $550,000. He received $503,944 to compensate
for stock options and restricted stock forfeited upon leaving his prior
employment, the entire amount of which was deferred into common share
equivalents under the Company's deferred compensation plan. As he chose
to defer payment for at least five years, he was entitled to a 15%
premium on the amount deferred into common share equivalents. He
received a stock option grant of 150,000 shares on his first day of
employment with the Company and he is a participant in the Company's
Long-Term Incentive Compensation Plan. He is also entitled to other
benefits generally available to the Company's top management team and
is subject to the share ownership guidelines for those employees. In
the event his employment is terminated, he is entitled to a severance
benefit of 36 months of base pay during his first 24 months of
employment. After 24 months of employment, the severance benefit
decreases by one month for each additional month he is employed until
it reaches 24 months of severance after 36 months of employment.
Thereafter, the severance benefit is 24 months of base pay. The
severance benefit will not be paid if he resigns, retires, dies or is
terminated for gross or willful misconduct, deliberate refusal or
failure to perform his duties, conviction of a felony or gross
negligence in job performance.
Pursuant to the agreement with Mr. Rogel, he will be paid a non-
qualified supplemental retirement benefit calculated under the terms of
the Company's Salaried and Supplemental Retirement Plans using his
original hire date with his prior employer in 1972, less benefits paid
to him under the Company's Retirement Plans and his prior employer's
retirement plan. He received relocation benefits under the company's
employee relocation programs. Prior to joining the Company, Mr. Rogel
was President and Chief Executive Officer of Willamette
Industries, Inc.
Item 2. Shareholder--Proposal Relating to the Phase-out of Chlorine-based
Chemicals
The Adrian Dominican Sisters, 1257 East Siena Heights Drive, Adrian,
Michigan, 49221-1793, a shareholder, has stated its intention to
present a proposal at the 1999 annual meeting. Five groups, whose names
and addresses will be supplied upon oral or written request to the
Secretary of the Company, have co-sponsored the proposal. In accordance
with applicable rules of the Securities and Exchange Commission, the
proposal of such shareholders (for which neither the Company nor its
Board of Directors has any responsibility) is set forth below:
PHASE-OUT CHLORINE-BASED CHEMICALS
WHEREAS: Our company is a world leader in pulp production. It has
remained highly profitable while adopting cleaner technologies such as
"oxygen delignification' and while substituting chlorine-dioxide bleach
chemicals for elemental chlorine;
14
<PAGE>
Our company has significantly reduced discharges of chlorine-based
pollutants such a dioxin, furans and other chemicals that are dangerous
to human and environmental health;
However, despite our U.S. leadership, the continued use of chlorine-
dioxide creates dangerous and unnecessary chlorine-based pollution. In
1996 alone, Weyerhaeuser released 850,000+ pounds of chlorine,
chlorine-dioxide, chloroform and hydrochloric acid into the Canadian
and U.S. environment;
Meanwhile, Totally Chlorine-Free (TCF) technologies exist that
completely eliminate chlorine-related pollution. TCF is successfully
used by many of our strongest global competitors;
Why Chlorine-Free?
-----------------
People prefer Totally Chlorine-Free (TCF) products and methods
because dangerous chlorine-based pollutants accumulate in living
organisms. Their concentrations increase each step up the food chain.
Minute exposures lead to:
. Cancer
. Birth Defects
. Learning Impairment
. Reproductive Failure
. Hormone Disruption
The young of every species--our children--are especially threatened
due to their smaller size, habits, and bodily development;
People want to buy products that are good for the environment. Our
company can help.
Governments Are Concerned
-------------------------
Distinguished world bodies have publicized the significant risks
posed by chlorine-based pulp and paper bleaching. These include the:
. U.S. Environmental Protection Agency
. American Public Health Association
. International Joint Commission on the Great Lakes
. Intergovernmental Forum on Chemical Safety
The UN is conducting international negotiations to entirely phase-out
the release of these toxic compounds;
Weyerhaeuser's home state of Washington is developing plans to
eliminate all such releases;
Competitiveness & Cost Effectiveness
------------------------------------
Meanwhile, significant markets have developed for TCF products.
Europe has moved from less than 3% to over 25% TCF just since 1991;
15
<PAGE>
Because Weyerhaeuser bleaches with chlorine-dioxide, we cannot profit
from these developing chlorine-free markets;
Chlorine-dioxide is highly corrosive and more rapidly wears out mill
equipment. Its corrosiveness increases operating and equipment costs
while needlessly wasting chemicals, energy and water. TCF technologies
eliminate chlorine-dioxide, thereby solving these problems and helping
to meet the Clean Water Act mandate of ending all wastewater
discharges;
The use of chlorine-based chemicals prevents Weyerhaeuser from
achieving stated goals of minimum impact manufacturing and sound
environmental stewardship. It also keeps us one step away from tapping
developing chlorine-free markets;
---------------
RESOLVED: Shareholders request that the Board report by the 2000
annual meeting on plans to phase-out the use of chlorine-dioxide in
pulp and paper production.
SUPPORTING STATEMENT
We can commit to comprehensive solutions that eliminate chlorine-
based chemicals.
By creating a plan that eliminates chlorine-dioxide, we can
significantly help the environment and create loyal consumers while
doing it.
We can avoid government regulations and beat our competitors by
making positive changes now, ahead of the curve.
We can expand market share in Europe and be the first to capitalize
on U.S. markets.
Therefore, vote YES for this common-sense proposal to evaluate
cleaner alternatives that will protect our children's health and can
boost our company's profitability.
The Company's Response to the Shareholder Proposal--Item 2
One of the Company's goals is to reduce pollution through minimum
impact manufacturing. The Company is an industry leader in the use of
advanced bleaching technologies in the pulp manufacturing process.
In April, 1998, following several years of research and public
debate, the United States Environmental Protection Agency (EPA)
required that bleached kraft pulp manufacturers meet wastewater
discharge limits that reflect the performance of elemental chlorine
free (ECF) pulp bleaching technology. ECF technology "achieves greater
environmental benefits than any other economically achievable
technology considered by EPA, and, for that reason, also represents the
best technology among those considered", according to EPA. EPA
considered, but did not require, totally chlorine free (TCF) pulp
manufacturing.
In general ECF pulp manufacturing technology uses chlorine dioxide
instead of elemental chlorine. Substituting chlorine dioxide for
elemental chlorine greatly reduces the creation of unwanted dioxin,
furan, and chlorinated organic compounds in the bleaching process,
compared with past levels.
16
<PAGE>
EPA's April 1998 rule also encouraged the industry to use recognized
advanced pulp manufacturing technologies, beyond ECF bleaching, to
reduce pollution further. EPA even agreed that companies that use
advanced technologies would be rewarded through an incentive-based
regulatory program.
In a separate action, in January 1997, EPA signed a Project XL (for
eXcellence and Leadership) agreement that recognized that the company's
Flint River fluff pulp manufacturing facility delivers "superior
environmental performance." Flint River is not a TCF mill; it uses ECF
and advanced bleaching technologies.
As a result of mill modernization projects over the past several
years, the Company has already moved to ECF technology at all of its
bleached kraft mills and one dissolving sulfite mill. All the Company's
bleached kraft mills in the United States use EPA-recognized advanced
pulp manufacturing technologies (i.e., oxygen delignification and
extended cooking). In this way the Company provides pollution reduction
benefits that go beyond ECF bleaching.
Scientific studies have found no significantly different
environmental effects from ECF bleaching compared to TCF technology. An
international scientific review panel reported in December 1997 that
treated wastewaters from mills that use ECF bleaching present a
negligible risk of toxicity to aquatic ecosystems and that changes in
pulp mill processes and wastewater treatment "have led to dramatic
decreases" in dioxins and furans in fish.
The market for ECF pulp is much larger than for TCF pulp and
continues to grow. According to the Alliance for Environmental
Technology, ECF pulp production worldwide increased by 10% in 1998, for
a total market share of 54%. In contrast, the TCF worldwide market
accounted for 6% of the market (less than 1% in North America) with no
projected increase in production.
Weyerhaeuser is proud of its environmental performance. The Company
makes competitive pulp products and provides excellent environmental
protection by using ECF bleaching coupled with EPA-recognized advance
pulp manufacturing technologies.
The Board recommends a vote AGAINST this proposal.
Policy On Confidential Proxy Voting and Independent Tabulation and Inspection
of Elections
The Board of Directors, on February 12, 1991, adopted a Confidential
Voting Policy the text of which is as follows:
It is the policy of this corporation that all shareholder proxies,
ballots and voting materials that identify the votes of specific
shareholders shall be kept permanently confidential and shall not be
disclosed to this corporation, its affiliates, directors, officers
and employees or to any third parties except (i) where disclosure is
required by applicable law, (ii) where a shareholder expressly
requests disclosure, (iii) where the corporation concludes in good
faith that a bona fide dispute exists as to the authenticity of one
or more proxies, ballots or votes, or as to the accuracy of any
tabulation of such proxies, ballots or votes and (iv) that aggregate
vote totals may be disclosed to the corporation from time to time
and publicly announced at the meeting of shareholders at which they
are relevant.
17
<PAGE>
Proxy cards and other voting materials that identify shareholders
shall be returned to the bank or other financial services entity
with which this corporation has contractual arrangements to provide
stock transfer services in respect to its common shares or any other
independent business entity of which this corporation is not an
affiliate.
The tabulation process and results of shareholder votes shall be
inspected by the bank or other financial services entity with which
this corporation has contractual arrangements to provide stock
transfer services in respect to its common shares or any other
independent business entity of which this corporation is not an
affiliate. Such inspectors shall certify in writing to this
corporation's Board of Directors (and in the circumstances described
in the fifth paragraph of this policy, the proponent) that the
election and tabulation was, to the best of the inspectors'
knowledge after diligent inquiry, carried out in compliance with
this policy.
The tabulators and inspectors of election and any authorized
agents or other persons engaged in the receipt, count and tabulation
of proxies shall be advised of this policy and instructed to comply
therewith, and shall sign a statement certifying such compliance.
In the event of any solicitation of a proxy (a "proxy contest")
with respect to any of the securities of this corporation by a
person (the "proponent") other than this corporation of which
solicitation this corporation has actual notice, this corporation
shall request in writing that the proponent and all agents and other
persons engaged by the proponent agree to the procedures for return
of proxies, tabulation, inspection and certification set forth in
the second, third and fourth paragraphs of this policy; and this
corporation shall not be bound to comply with this policy during the
course of such proxy contest in the event that the proponent is not
willing so to agree.
This policy shall not operate to prohibit shareholders from
disclosing the nature of their votes to this corporation or the
Board of Directors if any shareholder so chooses or to impair free
and voluntary communication between this corporation and its
shareholders.
Relationships with Independent Public Accountants
The firm of Arthur Andersen LLP, independent public accountants, has
audited the accounts of the Company and subsidiaries for a number of
years and has been selected to do so for 1999. Representatives of
Arthur Andersen LLP are expected to be present at the annual
shareholder meeting with the opportunity to make a statement if they
desire to do so and to be available to respond to appropriate
questions.
Expenses of Solicitation
All expenses of soliciting proxies, including clerical work, printing
and postage, will be paid by the Company. Proxies may be solicited
personally, or by telephone, by employees of the Company, but the
Company will not pay any compensation for such solicitations. The
Company expects to pay fees of approximately $12,500 for assistance by
Georgeson & Company Inc. in the solicitation of proxies. In addition,
the Company will reimburse brokers, banks and other persons holding
shares in their names or in the names of nominees for their expenses
for sending material to principals and obtaining their proxies.
18
<PAGE>
Other Business
If one proposal that was excluded from this proxy statement in
accordance with Rule 14a-8 of the Securities Exchange Act of 1934 is
properly brought before the meeting, the proxy holders intend to use
their discretionary authority to vote the proxies against the proposal.
The Board of Directors knows of no other matters to be presented at the
meeting. If any other matters come before the meeting, the proxy
holders intend to vote on such matters in accordance with their best
judgment.
Future Shareholder Proposals and Nominations
Shareholder proposals intended to be presented at the Company's 2000
annual meeting of shareholders pursuant to Rule 14a-8 promulgated by
the Securities and Exchange Commission must be received by the Company
at its executive offices, P.O. Box 2999, Tacoma, WA 98477-2999,
attention of the Corporate Secretary, on or before November 8, 1999.
The bylaws of the Company establish procedures for shareholder
nominations for elections of directors of the Company and bringing
business before any annual meeting of shareholders of the Company. Any
shareholder entitled to vote generally in the election of directors may
nominate one or more persons for election as directors at a meeting
only if written notice of such shareholder's intent to make such
nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Secretary of the
Company, not less than 90 days nor more than 120 days prior to the
meeting; provided, however, that in the event that less than 100 days'
notice or prior public disclosure of the date of the meeting is given
or made to shareholders, notice by the shareholder to be timely must be
so received no later than the close of business on the 10th day
following the day on which such notice of date of meeting was mailed or
such public disclosure was made, whichever first occurs. Each such
notice to the Secretary shall set forth: (i) the name and address of
record of the shareholder who intends to make the nomination; (ii) a
representation that the shareholder is a holder of record of shares of
the Company entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons
specified in the notice; (iii) the name, age, business and residence
addresses, and principal occupation or employment of each nominee; (iv)
a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations
are to be made by the shareholder; (v) such other information regarding
each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (vi) the consent of each
nominee to serve as a director of the Company if so elected. The
Company may require any proposed nominee to furnish such other
information as may reasonably be required by the Company to determine
the eligibility of such proposed nominee to serve as a director of the
Company. The presiding officer of the meeting may, if the facts
warrant, determine that a nomination was not made in accordance with
the foregoing procedure, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be
disregarded.
To be brought before an annual meeting by a shareholder, business
must be of a nature that is appropriate for consideration at an annual
meeting and must be properly brought before the meeting. In addition to
any other applicable requirements, for business to be properly brought
before the annual meeting by a shareholder, the shareholder must have
given timely
19
<PAGE>
notice thereof in writing to the Secretary of the Company. To be
timely, each such notice must be given, either by personal delivery or
by United States mail, postage prepaid, to the Secretary of the
Company, not less than 90 days nor more than 120 days prior to the
meeting; provided, however, that in the event that less than 100 days'
notice or prior public disclosure of the date of the meeting is given
or made to shareholders, notice by the shareholder to be timely must be
so received no later than the close of business on the 10th day
following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made, whichever first
occurs. Each such notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual meeting (w)
a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the
annual meeting, (x) the name and address of record of the shareholder
proposing such business, (y) the name, class or series and number of
shares of the Company which are owned by the shareholder, and (z) any
material interest of the shareholder in such business. Public
disclosure of the date of the 1999 annual meeting of shareholders was
made in the enclosure with the dividend which was mailed to
shareholders in November, 1998. The date of the next annual meeting of
shareholders of Weyerhaeuser Company after the 1999 annual meeting is
April 18, 2000.
For the Board of Directors
SANDY D. McDADE
Secretary
Federal Way, Washington,
March 8, 1999
A copy of the Company's Annual Report on Form 10-K for the fiscal
year ended December 27, 1998, as filed with the Securities and Exchange
Commission, excluding certain exhibits thereto, may be obtained without
charge, by writing to Investor Relations, Weyerhaeuser Company, CH
1K35C, P.O. Box 2999, Tacoma, Washington 98477-2999.
20
<PAGE>
This proxy statement was printed on Weyerhaeuser
Cougar Opaque 40-pound. The entire report can be
recycled. Thank you for recycling.
[RECYCLING LOGO APPEARS HERE]
<PAGE>
[MAP APPEARS HERE]
<PAGE>
Please mark
your votes as [X]
indicated in
this example
The Board of Directors recommends a vote "FOR" all nominees in Item 1 and
"AGAINST" Item 2.
ITEM 1 - Election as directors of the following nominees identified in the Proxy
Statement:
Martha R. Ingram
John I. Kieckhefer
George H. Weyerhaeuser
FOR WITHHOLD AUTHORITY TO VOTE
[ ] [ ]
ITEM 2 - Shareholder proposal relating to chlorine-based chemicals.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
(INSTRUCTION: To withhold authority to vote for any of the foregoing
individuals, write the name(s) on the following line.)
- --------------------------------------------------------------------------------
In their discretion to vote upon other matters that may
properly come before the meeting.
Please sign exactly as your name(s) appears hereon.
DATED: , 1999
------------------------------------------
-------------------------------------------------------
Signature
-------------------------------------------------------
Signature
When signing as attorney, executor, administrator
trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
[WEYERHAEUSER LOGO]
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE AND SIGN THE ABOVE PROXY
CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
<PAGE>
[WEYERHAEUSER LOGO]
ANNUAL MEETING OF SHAREHOLDERS
APRIL 20, 1999
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Steven R. Rogel, William D. Ruckelshaus and
George H. Weyerhaeuser, and each of them, with full power to act without the
other and with full power of substitution, as proxies to represent and to vote,
as directed herein, all shares the undersigned is entitled to vote at the annual
meeting of the shareholders of Weyerhaeuser Company to be held at the Corporate
Headquarters Building, Federal Way, Washington, on Tuesday, April 20, 1999 at
9:00 a.m., and all adjournments thereof. Shares not held in Plan accounts will
be voted as directed on the reverse side of this Proxy card. If the card is
signed and returned without specific instructions for voting, the shares will be
voted in accordance with the recommendations of the Board of Directors.
If there are shares allocated to the undersigned in the Weyerhaeuser Company
401(k), Weyerhaeuser Canada Ltd. Investment Growth, or Performance Share Plans,
the undersigned hereby directs the Trustee to vote all full and fractional
shares as indicated on the reverse side of this card. If the card is signed and
returned without specific instructions for voting, the shares will be voted in
accordance with the recommendations of the Board of Directors. Shares for which
no voting instructions are received will be voted as provided by the Plans.
TO BE SIGNED AND DATED ON REVERSE SIDE
. FOLD AND DETACH HERE .
